N-CSR 1 ljmncsr.htm N-CSR Blu Giant, LLC

united states
securities and exchange commission
washington, d.c. 20549

form n-csr

certified shareholder report of registered management
investment companies

Investment Company Act file number 811-22718

 

Two Roads Shared Trust

(Exact name of registrant as specified in charter)

 

17605 Wright Street, Suite 102, Omaha, NE 68137

(Address of principal executive offices) (Zip code)

 

Richard Malinowski, Gemini Fund Services, LLC.

80 Arkay Drive Suite 110, Hauppauge, NY 11788

(Name and address of agent for service)

 

Registrant's telephone number, including area code: 631-470-2734

 

Date of fiscal year end: 10/31

 

Date of reporting period: 10/31/17

 

ITEM 1. REPORTS TO SHAREHOLDERS.

 

(LJM FUNDS LOGO)

 

 

 

 

 

LJM Preservation and Growth Fund

 

Class A Shares (LJMAX)

Class C Shares (LJMCX)

Class I Shares (LJMIX)

 

 

Annual Report
 
October 31, 2017

 

 

 

 

 

 

 

 

 

Advised by:

LJM Funds Management, Ltd.

One Financial Place

440 S. La Salle Street, Suite 2301

Chicago, IL 60605

 

 

 

 

www.ljmfunds.com

1-855-LJM-FUND

 

 

 

 

Distributed by Northern Lights Distributors, LLC

Member FINRA

 

 

(LJM FUNDS LOGO)

 

Dear LJM Preservation & Growth Fund Shareholders,

 

LJM is pleased to report consistent, positive performance for each quarter of fiscal 2017. The year was characterized by a market “melt up” of 21.1% with persistent low volatility. These types of market conditions create a headwind for the LJM strategy, but the Investment Management team was able to deliver solid returns while maintaining risk parameters. As always, our goal as an investment management firm is to provide a valuable long-term investment to our clients with low correlation to the markets and prudent risk management.

 

The fiscal year began with a run up in the S&P 500 Total Return Index of 8.9% from Nov. 4 to Dec. 13. The rally continued in February, during which the S&P 500 Total Return Index rose another 3.7%, including a quick surge of 2.4% in five consecutive trading days from Feb. 8-15. These strong market rallies produced negative monthly returns in December 2016 and February 2017. The investment management team made incremental adjustments to the portfolio to help mitigate losses as the market rose to new highs, and relatively quiet markets from March through July produced positive performance for the Fund over that time period.

 

Volatility picked up in August, which saw three daily S&P 500 Total Return Index price moves greater than 1%, making August the most volatile month of the year. The VIX, a well-known proxy for equity market volatility, closed at 16.04 on August 10—its highest level since Nov. 8, 2016.

 

The market rose rapidly in the final two months of the fiscal year. September saw the S&P 500 Total Return Index hit nine new highs driven by continued global economic expansion and solid corporate earnings. Subsequently, the S&P 500 Index hit another 11 new all-time highs in October, the most for any month since November 2014, according to LPL Financial Research. October also marked the seventh consecutive month of positive performance for the S&P 500—a record not seen since 2013.

 

As the markets rallied at the end of the year, implied volatility declined. The VIX Index closed at an all-time low of 9.2 on Oct. 5.

 

In spite of low implied volatility, LJM was able to generate positive returns for fiscal 2017. The Investment Management team managed the portfolios through the challenging conditions by rebalancing to retain a stable risk profile. The LJM strategy aims to capture the spread between implied and realized volatility, which was positive on average during the year and contributed to our solid performance. Implied volatility averaged 9.68 during fiscal 2017, but realized volatility was 6.69.

 

The LJM strategies have the potential to profit in a variety of market environments, including those that are less optimal such as the rapidly rising markets with low volatility we saw in fiscal 2017. Market fundamentals remain strong so LJM anticipates the current environment to persist into the start of fiscal 2018. The Investment Management team will manage the portfolios with continued focus on harnessing the spread between implied and realized volatility while maintaining consistent risk levels.

 

We want to thank you for your continued support. Please feel free to reach out with any questions, comments, or concerns.

 

Best regards,

 

(-s-Anish Parvataneni)

 

Anish Parvataneni, CFA

Chief Portfolio Manager

(312) 756-0005

1 

 

(LJM FUNDS LOGO)

 

Glossary:

 

S&P 500 Total Return Index: An unmanaged composite of 500 large capitalization companies. This index is widely used by professional investors as a performance benchmark for large-cap stocks. You cannot invest directly in an index and unmanaged index returns do not reflect any fees, expenses or sales charges.

 

Volatility: A statistical measure of the dispersion of returns for a given security or market index. Volatility can either be measured by using the standard deviation or variance between returns from that same security or market index.

 

Implied Volatility: The broader market’s expectation of future (forward looking) market volatility as represented by the price of options contracts

 

Realized Volatility: The statistical measure of actual market volatility (backward looking) 9150-NLD-12/11/2017

2 

 

LJM Preservation and Growth Fund
Portfolio Review (Unaudited)
October 31, 2017

 

The Fund’s performance figures* for each of the periods ended October 31, 2017, compared to its benchmarks:

 

    Annualized Annualized Annualized
  1 Year Return 3 Year Return Since 1/9/2013(a) Since 2/12/2016(b)
Class A 8.56% 12.04% 5.29% N/A
Class A with Load** 2.34% 9.83% 4.00% N/A
Class C 7.91% N/A N/A 10.96%
Class I 8.85% 12.28% 5.55% N/A
S&P 500 Total Return Index(c) 23.63% 10.77% 14.88% 10.96%
HFRI Fund Weighted Composite Index(d) 8.92% 3.92% 4.81% 8.79%
CISDM Equal Weighted Hedge Fund Index(e) 7.39% 5.03% 5.74% 10.03%

 

*The performance data quoted here represents past performance. Current performance may be lower or higher than the performance data quoted above. Investment return and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemptions of Fund shares. Past performance is no guarantee of future results. The Advisor has contractually agreed to waive fees and/or reimburse expenses to the Fund until at least March 1, 2018 but only to the extent necessary to maintain the Fund’s total annual operating expenses (excluding brokerage costs; borrowing costs, such as (a) interest and (b) dividends on securities sold short; taxes; costs of investing in acquired funds, and extraordinary expenses) at 2.49%, 3.324%, and 2.24% for Class A, Class C, and Class I shares, respectively, per the most recent prospectus dated February 28, 2017. The Fund’s total gross annual operating expenses are 2.59% for Class A, 3.34% for Class C and 2.34% for Class I shares per the prospectus dated February 28, 2017. Each waiver or reimbursement by the Advisor is subject to repayment by the Fund within the three fiscal years following the fiscal year in which that particular expense is incurred, if the Fund is able to make the repayment without exceeding the expense limitation in effect at the time of the waiver and the repayment is approved by the Board of Trustees. For performance information current to the most recent month-end, please call toll-free 1-855-LJM-FUND.

 

**Class A with load total return is calculated using the maximum sales charge of 5.75%

 

(a)Inception date is January 9, 2013, for Class A, Class I and the S&P 500 Total Return Index. The inception date for the HFRI Fund Weighted Composite Index and the CISDM Equal Weighted Composite Index is December 31, 2012.

 

(b)Inception date is February 12, 2016, for Class C and the S&P 500 Total Return Index. The inception date for the HFRI Fund Weighted Composite Index and the CISDM Equal Weighted Composite Index is January 31, 2016.

 

(c)The “S&P 500 Total Return Index”, a registered trademark of McGraw-Hill Co., Inc., is a market capitalization-weighted index of 500 widely held common stocks.

 

(d)The HFRI Fund Weighted Composite Index is an equal-weighted index that includes over 2,000 constituent funds which have at least $50M under management or have been actively traded for at least 12 months. There are no fund of funds included in this index. All funds are reported in U.S. dollars and returns are reported net of all fees on a monthly basis. The Fund’s adviser does not control the composition or compilation of the HFRI Fund Weighted Composite Index, and there is no guarantee that the Index will continue to be produced. Investors cannot invest directly in an index, and index performance does not reflect deductions for fees, expenses or taxes.

 

(e)The CISDM Equal Weighted Hedge Fund Index reflects the average return of hedge funds, excluding funds of funds and commodity trading advisors (“CTA”), within the Morningstar CISDM Hedge Fund Database net of all fees. The calculation does not include outliers that are at least +/-3 standard deviations away from the average. The Morningstar CISDM Database is the oldest hedge fund and CTA database, tracking more than 5,000 live investments. The Fund’s adviser does not control the composition or compilation of the CISDM Equal Weighted Hedge Fund Index, and there is no guarantee that the Index will continue to be produced. Investors cannot invest directly in an index, and index performance does not reflect deductions for fees, expenses or taxes. Effective February 27, 2017 the Fund’s secondary benchmark, the HFRI Fund Weighted Composite Index, has been changed to the CISDM Equal Weighted Hedge Fund Index, another broad hedge fund index with comparable return characteristics.

 

Comparison of the Change in Value of a $100,000 Investment

 

(LINE GRAPH)

 

Holdings by Asset Type*  % of Net Assets 
Short-Term Investment   79.7%
Other Assets Less Liabilities   20.3%
    100.0%

* The holdings by industry detailed does not include derivative exposure

Please refer to the Portfolio of Investments in this Annual report for a detailed analysis of the Fund’s holdings.

3 

 

LJM Preservation & Growth Fund
Portfolio of Investments
October 31, 2017

 

       Option      Futures  Notional    
Contracts +      Expiration Date  Exercise Price   Maturity Date ^  Value  Fair Value 
     PUT OPTIONS PURCHASED* + - 1.4 %             
 245   S&P 500 Index Future  11/20/2017  $2,545   December 2017  155,881,250  $588,000 
 250   S&P 500 Index Future  11/20/2017   2,535   December 2017  158,437,500   506,250 
 250   S&P 500 Index Future  11/20/2017   2,525   December 2017  157,812,500   431,250 
 249   S&P 500 Index Future  11/30/2017   2,555   December 2017  159,048,750   1,033,350 
 251   S&P 500 Index Future  12/15/2017   2,535   December 2017  159,071,250   1,204,800 
 257   S&P 500 Index Future  12/15/2017   2,525   December 2017  162,231,250   1,117,950 
 252   S&P 500 Index Future  12/15/2017   2,515   December 2017  158,445,000   995,400 
 253   S&P 500 Index Future  12/15/2017   2,505   December 2017  158,441,250   904,475 
 400   S&P 500 Index Future  12/15/2017   2,435   December 2017  243,500,000   790,000 
 250   S&P 500 Index Future  12/15/2017   2,485   December 2017  155,312,500   750,000 
 244   S&P 500 Index Future  12/15/2017   2,475   December 2017  150,975,000   677,100 
 200   S&P 500 Index Future  12/15/2017   2,495   December 2017  124,750,000   650,000 
 510   S&P 500 Index Future  12/29/2017   2,425   March 2018  309,187,500   1,287,750 
     TOTAL PUT OPTIONS PURCHASED (Cost - $13,351,219)        10,936,325 
                         
     CALL OPTIONS PURCHASED* + - 0.7 %             
 249   S&P 500 Index Future  11/30/2017   2,595   December 2017  161,538,750   616,275 
 260   S&P 500 Index Future  12/15/2017   2,575   December 2017  167,375,000   1,826,500 
 254   S&P 500 Index Future  12/15/2017   2,605   December 2017  165,417,500   812,800 
 254   S&P 500 Index Future  12/15/2017   2,615   December 2017  166,052,500   596,900 
 255   S&P 500 Index Future  12/29/2017   2,625   March 2018  167,343,750   650,250 
 255   S&P 500 Index Future  12/29/2017   2,635   March 2018  167,981,250   490,875 
 255   S&P 500 Index Future  12/29/2017   2,645   March 2018  168,618,750   369,750 
     TOTAL CALL OPTIONS PURCHASED (Cost - $4,730,222)        5,363,350 
                         
     TOTAL PURCHASED OPTIONS (Cost - $18,081,441)        16,299,675 
                
Shares                       
     SHORT-TERM INVESTMENT - 79.7 %     
 611,926,403   BlackRock Liquidity Funds FedFund Portfolio, Institutional Shares, 0.47 % **   611,926,403 
     TOTAL SHORT-TERM INVESTMENT (Cost - $611,926,403)     
           
     TOTAL INVESTMENTS - 81.8% (Cost - $630,007,844) (a)  $628,226,078 
     OTHER ASSETS LESS LIABILITIES - 18.2 %   139,933,176 
     NET ASSETS - 100.0 %  $768,159,254 
                         
        Option       Futures  Notional     
Contracts +      Expiration Date  Exercise Price   Maturity Date ^  Value  Fair Value 
     PUT OPTIONS WRITTEN* + - (2.0) %          
 239   S&P 500 Index Future  11/20/2017  $2,060   December 2017  123,085,000  $5,975 
 250   S&P 500 Index Future  11/20/2017   2,020   December 2017  126,250,000   6,250 
 230   S&P 500 Index Future  11/20/2017   2,100   December 2017  120,750,000   8,625 
 589   S&P 500 Index Future  11/20/2017   2,140   December 2017  315,115,000   29,450 
 525   S&P 500 Index Future  11/20/2017   2,160   December 2017  283,500,000   32,813 
 730   S&P 500 Index Future  11/20/2017   2,120   December 2017  386,900,000   36,500 
 479   S&P 500 Index Future  11/20/2017   2,200   December 2017  263,450,000   41,913 
 737   S&P 500 Index Future  11/20/2017   2,180   December 2017  401,665,000   55,275 
 363   S&P 500 Index Future  11/20/2017   2,300   December 2017  208,725,000   63,525 
 718   S&P 500 Index Future  11/20/2017   2,240   December 2017  402,080,000   80,775 
 994   S&P 500 Index Future  11/20/2017   2,220   December 2017  551,670,000   99,400 
 939   S&P 500 Index Future  11/20/2017   2,260   December 2017  530,535,000   117,375 
 896   S&P 500 Index Future  11/20/2017   2,280   December 2017  510,720,000   134,400 
 250   S&P 500 Index Future  11/20/2017   2,460   December 2017  153,750,000   184,375 
 798   S&P 500 Index Future  11/20/2017   2,340   December 2017  466,830,000   189,525 
 667   S&P 500 Index Future  11/20/2017   2,380   December 2017  396,865,000   216,775 
 1,078   S&P 500 Index Future  11/20/2017   2,320   December 2017  625,240,000   229,075 
 490   S&P 500 Index Future  11/20/2017   2,440   December 2017  298,900,000   287,875 
 844   S&P 500 Index Future  11/20/2017   2,400   December 2017  506,400,000   327,050 
 695   S&P 500 Index Future  11/20/2017   2,420   December 2017  420,475,000   330,125 
 1,345   S&P 500 Index Future  11/20/2017   2,360   December 2017  793,550,000   369,875 
 548   S&P 500 Index Future  11/30/2017   2,120   December 2017  290,440,000   61,650 
 373   S&P 500 Index Future  11/30/2017   2,200   December 2017  205,150,000   65,275 
 498   S&P 500 Index Future  11/30/2017   2,160   December 2017  268,920,000   68,475 
 489   S&P 500 Index Future  11/30/2017   2,180   December 2017  266,505,000   73,350 
 509   S&P 500 Index Future  11/30/2017   2,220   December 2017  282,495,000   101,800 
 498   S&P 500 Index Future  11/30/2017   2,260   December 2017  281,370,000   136,950 
 693   S&P 500 Index Future  11/30/2017   2,280   December 2017  395,010,000   216,563 

 

The accompanying notes are an integral part of these financial statements.

4 

 

LJM Preservation & Growth Fund
Portfolio of Investments (Continued)
October 31, 2017

 

       Option      Futures  Notional    
Contracts +      Expiration Date  Exercise Price   Maturity Date ^  Value  Fair Value 
     PUT OPTIONS WRITTEN* + - (2.0) % (Continued)     
 538   S&P 500 Index Future  11/30/2017  $2,360   December 2017  317,420,000  $302,625 
 455   S&P 500 Index Future  11/30/2017   2,380   December 2017  270,725,000   307,125 
 938   S&P 500 Index Future  11/30/2017   2,300   December 2017  539,350,000   328,300 
 750   S&P 500 Index Future  11/30/2017   2,340   December 2017  438,750,000   356,250 
 1,003   S&P 500 Index Future  11/30/2017   2,320   December 2017  581,740,000   413,738 
 943   S&P 500 Index Future  11/30/2017   2,400   December 2017  565,800,000   742,613 
 1,088   S&P 500 Index Future  11/30/2017   2,420   December 2017  658,240,000   1,020,000 
 250   S&P 500 Index Future  12/15/2017   2,100   December 2017  131,250,000   62,500 
 489   S&P 500 Index Future  12/15/2017   2,080   December 2017  254,280,000   110,025 
 505   S&P 500 Index Future  12/15/2017   2,140   December 2017  270,175,000   151,500 
 490   S&P 500 Index Future  12/15/2017   2,160   December 2017  264,600,000   165,375 
 726   S&P 500 Index Future  12/15/2017   2,120   December 2017  384,780,000   199,650 
 552   S&P 500 Index Future  12/15/2017   2,180   December 2017  300,840,000   213,900 
 741   S&P 500 Index Future  12/15/2017   2,220   December 2017  411,255,000   361,238 
 200   S&P 500 Index Future  12/15/2017   2,435   December 2017  121,750,000   395,000 
 744   S&P 500 Index Future  12/15/2017   2,240   December 2017  416,640,000   409,200 
 770   S&P 500 Index Future  12/15/2017   2,260   December 2017  435,050,000   481,250 
 1,245   S&P 500 Index Future  12/15/2017   2,200   December 2017  684,750,000   544,687 
 746   S&P 500 Index Future  12/15/2017   2,300   December 2017  428,950,000   587,475 
 763   S&P 500 Index Future  12/15/2017   2,320   December 2017  442,540,000   677,162 
 1,156   S&P 500 Index Future  12/15/2017   2,280   December 2017  658,920,000   809,200 
 795   S&P 500 Index Future  12/15/2017   2,340   December 2017  465,075,000   814,875 
 252   S&P 500 Index Future  12/29/2017   2,180   March 2018  137,340,000   151,200 
 376   S&P 500 Index Future  12/29/2017   2,140   March 2018  201,160,000   183,300 
 252   S&P 500 Index Future  12/29/2017   2,220   March 2018  139,860,000   185,850 
 254   S&P 500 Index Future  12/29/2017   2,240   March 2018  142,240,000   209,550 
 255   S&P 500 Index Future  12/29/2017   2,260   March 2018  144,075,000   232,688 
 255   S&P 500 Index Future  12/29/2017   2,280   March 2018  145,350,000   261,375 
 504   S&P 500 Index Future  12/29/2017   2,160   March 2018  272,160,000   270,900 
 636   S&P 500 Index Future  12/29/2017   2,200   March 2018  349,800,000   421,350 
 510   S&P 500 Index Future  12/29/2017   2,300   March 2018  293,250,000   592,875 
     TOTAL PUT OPTIONS WRITTEN (Premiums received - $39,673,103) (a)   15,533,787 
                         
     CALL OPTIONS WRITTEN* + - (1.0) %     
 217   S&P 500 Index Future  11/20/2017   2,620   December 2017  142,135,000   73,238 
 1,179   S&P 500 Index Future  11/20/2017   2,610   December 2017  769,297,500   707,400 
 351   S&P 500 Index Future  11/30/2017   2,610   December 2017  229,027,500   438,750 
 783   S&P 500 Index Future  11/30/2017   2,620   December 2017  512,865,000   606,825 
 1,188   S&P 500 Index Future  11/30/2017   2,630   December 2017  781,110,000   579,150 
 735   S&P 500 Index Future  12/15/2017   2,650   December 2017  486,937,500   551,250 
 1,051   S&P 500 Index Future  12/15/2017   2,660   December 2017  698,915,000   578,050 
 540   S&P 500 Index Future  12/15/2017   2,630   December 2017  355,050,000   783,000 
 1,009   S&P 500 Index Future  12/15/2017   2,640   December 2017  665,940,000   1,034,225 
 762   S&P 500 Index Future  12/29/2017   2,670   March 2018  508,635,000   552,450 
 636   S&P 500 Index Future  12/29/2017   2,650   March 2018  421,350,000   795,000 
 1,134   S&P 500 Index Future  12/29/2017   2,660   March 2018  754,110,000   1,077,300 
 255   S&P 500 Index Future  12/29/2017   2,680   March 2018  170,850,000   143,438 
     TOTAL CALL OPTIONS WRITTEN (Premiums received - $8,518,826) (a)   7,920,075 
                         
     TOTAL WRITTEN OPTIONS (Premiums received - 48,191,929)   23,453,862 

 

+Each contract is equivalent to one futures contract, Exchange traded and composition of index publicly traded.

 

^Maturity Date listed is that of the underlying future.

 

*Non-income producing security.

 

**Rate shown represents the rate at October 31, 2017, is subject to change and resets daily.

 

(a)Represents cost for financial purposes. Aggregate cost for federal tax purposes, including put and call options written, is $604,772,216 and equals fair value. Federal tax net unrealized appreciation (depreciation) is as follows:

 

Unrealized appreciation:  $ 
Unrealized depreciation:    
Net unrealized appreciation:  $ 

 

The accompanying notes are an integral part of these financial statements.

5 

 

LJM Preservation And Growth Fund
STATEMENT OF ASSETS AND LIABILITIES
October 31, 2017

 

ASSETS     
Investment securities:     
At cost  $630,007,844 
At value  $628,226,078 
Deposit with broker   161,112,492 
Receivable for Fund shares sold   3,685,387 
Interest receivable   423,891 
Prepaid expenses and other assets   55,577 
TOTAL ASSETS   793,503,425 
      
LIABILITIES     
Options written, at fair value (Premiums received $48,191,929)   23,453,862 
Investment advisory fees payable   1,206,976 
Payable for Fund shares repurchased   523,364 
Payable to Related Parties   51,291 
Distribution (12b-1) fees payable   38,710 
Accrued expenses and other liabilities   69,968 
TOTAL LIABILITIES   25,344,171 
NET ASSETS  $768,159,254 
      
Composition of Net Assets:     
Paid in capital  $721,467,225 
Accumulated net realized gain from options contracts   23,735,728 
Net unrealized appreciation on options contracts   22,956,301 
NET ASSETS  $768,159,254 
      
Net Asset Value Per Share:     
Class A Shares:     
Net Assets  $160,578,884 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)   14,307,998 
Net asset value (Net Assets ÷ Shares Outstanding) and redemption price per share  $11.22 
Maximum offering price per share (net asset value plus maximum sales charge of 5.75%) (a)  $11.90 
      
Class C:     
Net Assets  $4,997,736 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)   449,590 
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share  $11.12 
      
Class I Shares:     
Net Assets  $602,582,634 
Shares of beneficial interest outstanding ($0 par value, unlimited shares authorized)   52,978,339 
Net asset value (Net Assets ÷ Shares Outstanding), offering price and redemption price per share  $11.37 

 

(a)Redemptions made within 90 days of purchases may be assessed a redemption fee of 1.00%.

 

The accompanying notes are an integral part of these financial statements.

6 

 

LJM Preservation And Growth Fund
STATEMENT OF OPERATIONS
For the Year Ended October 31, 2017

 

INVESTMENT INCOME     
Interest  $2,825,018 
      
EXPENSES     
Advisory fees   10,289,083 
Administrative services fees   382,377 
Distribution (12b-1) fees:     
Class A   333,037 
Class C   25,918 
Transfer agent fees   268,039 
Non 12b-1 shareholder servicing fees   249,074 
Accounting services fees   98,339 
Professional fees   47,584 
Printing and postage expenses   80,226 
Compliance officer fees   35,131 
Registration fees   53,533 
Custody fees   39,366 
Trustees fees and expenses   13,664 
Insurance expense   9,026 
Other expenses   21,592 
TOTAL EXPENSES   11,945,989 
Less: Fees waived or reimbursed by the Advisor   (376,606)
NET EXPENSES   11,569,383 
      
NET INVESTMENT LOSS   (8,744,365)
      
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS     
Net realized loss from:     
Options contracts purchased   (71,840,854)
Options contracts written   106,150,396 
Net Realized Gain on Investments   34,309,542 
      
Net change in unrealized appreciation (depreciation) from:     
Options contracts purchased   (1,331,816)
Options contracts written   22,918,604 
Net Change in Unrealized Appreciation on Investments   21,586,788 
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS   55,896,330 
      
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  $47,151,965 

 

The accompanying notes are an integral part of these financial statements.

7 

 

LJM Preservation And Growth Fund
STATEMENTS OF CHANGES IN NET ASSETS

 

   For the   For the 
   Year Ended   Period Ended 
   October 31, 2017   October 31, 2016 
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS          
Net investment loss  $(8,744,365)  $(4,305,387)
Net realized gain on investments   34,309,542    39,185,524 
Net change in unrealized appreciation (depreciation) on investments   21,586,788    (2,012,703)
Net increase in net assets resulting from operations   47,151,965    32,867,434 
           
DISTRIBUTIONS TO SHAREHOLDERS          
From net investment income:          
Class A       (1,502,867)
Class I       (3,984,194)
From net realized gains          
Class A   (11,392,916)    
Class C (a)   (107,529)    
Class I   (20,943,333)    
Total distributions to shareholders   (32,443,778)   (5,487,061)
           
SHARES OF BENEFICIAL INTEREST          
Proceeds from shares sold:          
Class A   97,061,239    93,811,361 
Class C (a)   4,130,498    1,033,420 
Class I   411,628,741    128,124,079 
Net asset value of shares issued in reinvestment of distributions:          
Class A   11,148,984    1,414,317 
Class C (a)   87,115     
Class I   16,104,832    3,353,595 
Redemption fee proceeds:          
Class A   36,527    13,098 
Class C (a)   919     
Class I   96,363    32,494 
Payments for shares redeemed:          
Class A   (71,553,481)   (17,903,648)
Class C (a)   (402,907)    
Class I   (66,373,213)   (28,146,739)
Net increase from shares of beneficial interest transactions   401,965,617    181,731,977 
           
NET INCREASE IN NET ASSETS   416,673,804    209,112,350 
           
NET ASSETS          
Beginning of Year   351,485,450    142,373,100 
End of Year *  $768,159,254   $351,485,450 
* Includes undistributed net investment loss of:  $   $ 
           
SHARE ACTIVITY          
Class A:          
Shares Sold   9,019,283    8,692,794 
Shares Reinvested   1,072,018    141,999 
Shares Redeemed   (6,735,322)   (1,700,639)
Net increase in shares of beneficial interest outstanding   3,355,979    7,134,154 
           
Class C:          
Shares Sold   383,379    94,877 
Shares Reinvested   8,401     
Shares Redeemed   (37,067)    
Net increase in shares of beneficial interest outstanding   354,713    94,877 
           
Class I:          
Shares Sold   37,792,243    11,996,691 
Shares Reinvested   1,530,878    334,356 
Shares Redeemed   (6,085,853)   (2,644,006)
Net increase in shares of beneficial interest outstanding   33,237,268    9,687,041 

 

(a)Class C commenced investment operation on February 12, 2016.

 

The accompanying notes are an integral part of these financial statements.

8 

 

LJM Preservation and Growth Fund
Financial Highlights

 

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout each Period

 

   Class A(1) 
   Year Ended   Year Ended   Year Ended   Year Ended   Period Ended 
   October 31, 2017   October 31, 2016   October 31, 2015   October 31, 2014   October 31, 2013 
                     
Net asset value, beginning of period  $11.34   $10.21   $9.11   $8.96   $10.00 
Activity from investment operations:                         
Net investment loss (2)   (0.20)   (0.23)   (0.24)   (0.23)   (0.19)
Net realized and unrealized gain (loss) on investments   1.10    1.76    1.33    0.38    (0.85)
Total from investment operations   0.90    1.53    1.09    0.15    (1.04)
Less distributions from:                         
Net realized gains   (1.02)   (0.40)            
Total distributions   (1.02)   (0.40)            
Paid in Capital From Redemption Fees   0.00 (3)   0.00 (3)   0.01    0.00 (3)   0.00 (3)
Net asset value, end of period  $11.22   $11.34   $10.21   $9.11   $8.96 
Total return (4)   8.69% (6)   15.48% (6)   12.07%   1.67% (6)   (10.40)% (5)
Net assets, at end of period (000s)  $160,579   $124,241   $38,985   $19,933   $5,097 
Ratio of gross expenses to average net assets (7,9)   2.44%   2.47%   2.58%   2.77%   3.72% (8)
Ratio of net expenses to average net assets (9)   2.37%   2.37%   2.39%   2.42%   2.45% (8)
Ratio of net investment loss to average net assets (9)   (1.86)%   (2.18)%   (2.37)%   (2.41)%   (2.43)% (8)
Portfolio Turnover Rate   0%   0%   0%   0%   0% (5)
                          
                          
    Class C(1)                
    Year Ended    Year Ended                
    October 31, 2017    October 31, 2016                
                          
Net asset value, beginning of period  $11.32   $10.22                
Activity from investment operations:                         
Net investment loss (2)   (0.28)   (0.23)               
Net realized and unrealized gain on investments (10)   1.10    1.33                
Total from investment operations   0.82    1.10                
Less distributions from:                         
Net realized gains   (1.02)                   
Total distributions   (1.02)                   
Paid in Capital From Redemption Fees   0.00 (3)   0.00 (3)               
Net asset value, end of period  $11.12   $11.32                
Total return (4)   7.91%   10.76% (5)               
Net assets, at end of period (000s)  $4,998   $4,998                
Ratio of gross expenses to average net assets (7,9)   3.19%   3.22% (8)               
Ratio of net expenses to average net assets (9)   3.12%   3.12% (8)               
Ratio of net investment loss to average net assets (9)   (2.55)%   (2.90)% (8)               
Portfolio Turnover Rate   0%   0% (5)               

 

 
(1)Class A commenced investment operations on January 9, 2013. Class C commenced investment operations on February 12, 2016.

 

(2)Per share amounts calculated using the average shares method.

 

(3)Amount represents less than $0.005 per share.

 

(4)Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Advisor not absorbed a portion of Fund expenses, total returns would have been lower.

 

(5)Not Annualized.

 

(6)Includes adjustments in accordance with accounting principles generally accepted in the United States and, consequently, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

 

(7)Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor.

 

(8)Annualized.

 

(9)Does not include expenses of other investment companies in which the Fund invests. Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by underlying investment companies in which the Fund invests.

 

The accompanying notes are an integral part of these financial statements.

9 

 

LJM Preservation and Growth Fund
Financial Highlights

 

Per Share Data and Ratios for a Share of Beneficial Interest Outstanding Throughout each Period

 

   Class I(1) 
   Year Ended   Year Ended   Year Ended   Year Ended   Period Ended 
   October 31, 2017   October 31, 2016   October 31, 2015   October 31, 2014   October 31, 2013 
                     
Net asset value, beginning of period  $11.46   $10.28   $9.16   $8.98   $10.00 
Activity from investment operations:                         
Net investment loss (2)   (0.17)   (0.21)   (0.21)   (0.21)   (0.17)
Net realized and unrealized gain (loss) on investments   1.10    1.79    1.32    0.39    (0.85)
Total from investment operations   0.93    1.58    1.11    0.18    (1.02)
Less distributions from:                         
Net realized gains   (1.02)   (0.40)            
Total distributions   (1.02)   (0.40)            
Paid in Capital From Redemption Fees   0.00 (3)   0.00 (3)   0.01    0.00 (3)   0.00 (3)
Net asset value, end of period  $11.37   $11.46   $10.28   $9.16   $8.98 
Total return (4)   8.85%   15.88%   12.23%   2.00%   (10.20)% (5)
Net assets, at end of period (000s)  $602,583   $226,171   $103,388   $83,208   $33,318 
Ratio of gross expenses to average net assets (6,8)   2.19%   2.22%   2.33%   2.54%   3.47% (7)
Ratio of net expenses to average net assets (8)   2.12%   2.12%   2.14%   2.17%   2.20% (7)
Ratio of net investment loss to average net assets (8)   (1.58)%   (1.93)%   (2.12)%   (2.16)%   (2.18)% (7)
Portfolio Turnover Rate   0%   0%   0%   0%   0% (5)

 

 
(1)Class I commenced investment operations on January 9, 2013.

 

(2)Per share amounts calculated using the average shares method.

 

(3)Amount represents less than $0.005 per share.

 

(4)Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any. Had the Advisor not absorbed a portion of Fund expenses, total returns would have been lower.

 

(5)Not Annualized.

 

(6)Represents the ratio of expenses to average net assets absent fee waivers and/or expense reimbursements by the Advisor.

 

(7)Annualized.

 

(8)Does not include expenses of other investment companies in which the Fund invests. Recognition of net investment income by the Fund is affected by the timing of declaration of dividends by underlying investment companies in which the Fund invests.

 

The accompanying notes are an integral part of these financial statements.

10 

 

LJM Preservation and Growth Fund
Notes to Financial Statements
October 31, 2017
 
1.ORGANIZATION

 

The LJM Preservation and Growth Fund (the “Fund”), is a series of shares of beneficial interest of the Two Roads Shared Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware on June 8, 2012, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, open-end management investment company. The Fund commenced investment operations on January 9, 2013. The investment objective is to seek capital appreciation and capital preservation with low correlation to the broader U.S. equity market.

 

The Fund offers Class A, Class C and Class I shares. Class A shares are offered at net asset value plus a maximum sales charge of 5.75%. Class C shares of the Fund are sold at NAV without an initial sales charge. Class I shares of the Fund are sold at NAV without an initial sales charge and are not subject to 12b-1 distribution fees, but have a higher minimum initial investment than Class A and Class C shares. All classes are subject to a 1.00% redemption fee on redemptions made within 90 days of the original purchase. Each share class represents an interest in the same assets of the Fund and classes are identical except for differences in their sales charge structures and ongoing service and distribution charges. All classes of shares have equal voting privileges except that each class has exclusive voting rights with respect to its service and/or distribution plans. The Fund’s income, expenses (other than class specific distribution fees) and realized and unrealized gains and losses are allocated proportionately each day based upon the relative net assets of each class.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. The Fund is an investment company and accordingly follows the Investment Company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services – Investment Companies” including FASB Accounting Standard Update ASU 2013-08.

 

Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (“NOCP”). In the absence of a sale such securities shall be valued at the mean between the last bid and ask prices on the day of valuation. Options contracts listed on a securities exchange or board of trade for which market quotations are readily available shall be valued at the last quoted sales price or, in the absence of a sale, at the mean between the current bid and ask prices on the day of valuation. Futures options shall be valued at the final settled price for the futures options or, if no settled price is available, at the last sale price as of the close of business prior to the Valuation Time. Short-term debt obligations having 60 days or less remaining until maturity, at time of purchase, may be valued at amortized cost.

 

The Fund may hold securities, such as private investments, interests in commodity pools, other non-traded securities or temporarily illiquid securities, for which market quotations are not readily available or are determined to be unreliable. These securities will be valued using the “fair value” procedures approved by the Trust’s Board of Trustees (the “Board”). The Board has delegated execution of these procedures to a fair value team composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) Advisor. The team may also enlist third party consultants such as a valuation specialist at a public accounting firm, valuation consultant or financial officer of a security issuer on an as-needed basis to assist in determining a security-specific fair value. The Board has also engaged a third party valuation firm to attend valuation meetings held by the Trust, review minutes of such meetings and report to the Board on a quarterly basis. The Board reviews and ratifies the execution of this process and the resultant fair value prices at least quarterly to assure the process produces reliable results.

11 

 

LJM Preservation and Growth Fund
Notes to Financial Statements (Continued)
October 31, 2017
 

Fair Valuation Process. As noted above, the fair value team is composed of one or more representatives from each of the (i) Trust, (ii) administrator, and (iii) Advisor. The applicable investments are valued collectively via inputs from each of these groups. For example, fair value determinations are required for the following securities: (i) securities for which market quotations are insufficient or not readily available on a particular business day (including securities for which there is a short and temporary lapse in the provision of a price by the regular pricing source); (ii) securities for which, in the judgment of the Advisor, the prices or values available do not represent the fair value of the instrument; factors which may cause the Advisor to make such a judgment include, but are not limited to, the following: only a bid price or an asked price is available; the spread between bid and asked prices is substantial; the frequency of sales; the thinness of the market; the size of reported trades; and actions of the securities markets, such as the suspension or limitation of trading; (iii) securities determined to be illiquid; (iv) securities with respect to which an event that will affect the value thereof has occurred (a “significant event”) since the closing prices were established on the principal exchange on which they are traded, but prior to the Fund’s calculation of its net asset value. Specifically, interests in commodity pools or managed futures pools are valued on a daily basis by reference to the closing market prices of each futures contract or other asset held by a pool, as adjusted for pool expenses. Restricted or illiquid securities, such as private investments or non-traded securities are valued via inputs from the Advisor based upon the current bid for the security from two or more independent dealers or other parties reasonably familiar with the facts and circumstances of the security (who should take into consideration all relevant factors as may be appropriate under the circumstances). If the Advisor is unable to obtain a current bid from such independent dealers or other independent parties, the fair value team shall determine the fair value of such security using the following factors: (i) the type of security; (ii) the cost at date of purchase; (iii) the size and nature of the Fund’s holdings; (iv) the discount from market value of unrestricted securities of the same class at the time of purchase and subsequent thereto; (v) information as to any transactions or offers with respect to the security; (vi) the nature and duration of restrictions on disposition of the security and the existence of any registration rights; (vii) how the yield of the security compares to similar securities of companies of similar or equal creditworthiness; (viii) the level of recent trades of similar or comparable securities; (ix) the liquidity characteristics of the security; (x) current market conditions; and (xi) the market value of any securities into which the security is convertible or exchangeable.

 

The Fund utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

 

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

12 

 

LJM Preservation and Growth Fund
Notes to Financial Statements (Continued)
October 31, 2017
 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of October 31, 2017, for the Fund’s assets and liabilities measured at fair value:

 

Assets  Level 1   Level 2   Level 3   Total 
Put Options Purchased  $10,936,325   $   $   $10,936,325 
Call Options Purchased   5,363,350            5,363,350 
Short-Term Investment   611,926,403            611,926,403 
Total Assets    $628,226,078   $   $   $628,226,078 
                     
Liabilities                    
Put Options Written  $15,533,787   $   $   $15,533,787 
Call Options Written   7,920,075            7,920,075 
Total Liabilities   $23,453,862   $   $   $23,453,862 

 

The Fund did not hold any Level 2 or Level 3 securities during the period. There were no transfers into or out of Level 1 and Level 2 during the period. It is the Fund’s policy to recognize transfers into or out of Level 1 and Level 2 at the end of the reporting period.

 

Security Transactions and Related Income – Security transactions are accounted for on a trade date basis. Interest income is recognized on an accrual basis. Discounts are accreted and premiums are amortized on securities purchased over the lives of the respective securities. Dividend income is recorded on the ex-dividend date. Realized gains or losses from sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds. Due from broker balance is comprised of margin balance held at the broker to collateralize option contracts.

 

Dividends and Distributions to Shareholders – Dividends from net investment income are declared and distributed annually. Distributable net realized capital gains are declared and distributed annually. Dividends from net investment income and distributions from net realized gains are recorded on ex dividend date and determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.

 

Federal Income Taxes – It is the Fund’s policy to qualify as a regulated investment company by complying with the provisions of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its taxable income and net realized gains to shareholders. Therefore, no federal income tax provision has been recorded.

 

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years ended October 31, 2014 to October 31, 2016, or expected to be taken in the Fund’s October 31, 2017 year end tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal, and foreign jurisdictions where the Fund makes significant investments; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

 

Options – The Fund may purchase and write (i.e., sell) put and call options. Such options may relate to particular securities or futures indices, and may or may not be listed on a domestic or foreign securities exchange and may or may not be issued by the Options Clearing Corporation. Option trading is a highly specialized activity that entails greater than ordinary

13 

 

LJM Preservation and Growth Fund
Notes to Financial Statements (Continued)
October 31, 2017
 

investment risk. Options may be more volatile than the underlying instruments, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying instruments themselves. A call option for a particular security gives the purchaser of the option the right to buy, and the writer (seller) the obligation to sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is in consideration for undertaking the obligation under the option contract. A put option for a particular security gives the purchaser the right to sell the security and the writer (seller) the obligation to buy the underlying security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security.

 

Futures index options are put options and call options on various stock indices. In most respects, they are identical to listed options on common stocks. The primary difference between stock options and futures index options occurs when futures index options are exercised. In the case of stock options, the underlying security, common stock, is delivered. However, upon the exercise of a futures index option, settlement does not occur by delivery of the securities comprising the index. The option holder who exercises the futures index option receives an amount of cash if the closing level of the stock index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the futures index and the exercise price of the option expressed in dollars times a specified multiple. A stock index fluctuates with changes in the market value of the stocks included in the index. Initial margin deposits required upon entering into options contracts are satisfied by the deposits of cash as collateral for the account of the broker, recorded as due from broker (the Fund’s agent in acquiring the options).

 

Counterparty Risk – Counterparty risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Fund by failing to discharge an obligation. A concentration of counterparty risk exists in that the part of the Fund’s cash is held at the broker. The Fund could be unable to recover assets held at the broker, including assets directly traceable to the Fund, in the event of the broker’s bankruptcy. The Fund does not anticipate any material losses as a result of this concentration.

 

Options Risk – When the Fund purchases a call option on a security or futures index it may lose the entire premium paid if the underlying security or futures index does not increase in value. When the Fund purchases a put option on a security or futures index it may lose the entire premium paid if the underlying S&P Futures Index does not decrease in value. The Fund will incur a loss as a result of a written option (also referred to as a short position) if the price of the written option instrument increases in value between the date when the Fund writes the option and the date on which the Fund purchases an offsetting position. The Fund’s losses are potentially large in a written put transaction and potentially unlimited in a written call transaction.

 

Please refer to the Fund’s prospectus for a full listing of risks associated with these investments.

 

Expenses – Expenses of the Trust that are directly identifiable to a specific fund are charged to that fund. Expenses, which are not readily identifiable to a specific fund, are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative sizes of the funds in the Trust.

 

Indemnification – The Trust indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the risk of loss due to these warranties and indemnities appears to be remote.

 

3.INVESTMENT TRANSACTIONS

 

The cost of purchases and proceeds from the sale of securities, other than short-term investments and options, for the year ended October 31, 2017, amounted to $0 and $0, respectively.

14 

 

LJM Preservation and Growth Fund
Notes to Financial Statements (Continued)
October 31, 2017
 
4.OPTION CONTRACTS

 

For the year ended October 31, 2017, purchased options are located in the Statement of Assets and Liabilities as investment securities, at fair value, in the amount of $16,299,675 and options written are located in options written, at fair value, in the amount of $23,453,862. The Fund’s net change in unrealized appreciation (depreciation) on option contracts subject to equity risk amounted to $(1,331,816) and $22,918,604, on purchased options and written options, respectively. The Fund’s net realized gain on option contracts subject to equity risk amounted to $(71,840,854) and $106,150,396, on purchased options and written options, respectively.

 

The value of the derivative instruments outstanding as of October 31, 2017, as disclosed in the Portfolio of Investments and the amounts realized and changes in unrealized gains and losses on derivative instruments during the year as disclosed above and within the Statement of Operations serve as indicators of the volume of derivative activity for the Fund. The Fund’s primary risk exposure for derivative contracts was equity risk as of and for the year ended October 31, 2017.

 

The following table presents the Fund’s asset and liability derivatives available for offsetting under a master netting arrangement net of collateral pledged as of October 31, 2017.

 

          Gross Amounts offset in the     
          Statements of Assets and Liabilities     
      Gross Amounts   Financial         
      Recognized in Statements   Instruments   Cash Collateral   Net Amount of 
      Counterparty     of Assets and Liabilities      Pledged   Pledged      Assets 
Description of Asset                       
Options Purchased  Wells Fargo Securities, LLC  $16,299,675 (1)  $(16,299,675)  $   $ 
Description of Liability                       
Options Written  Wells Fargo Securities, LLC  $23,453,862 (1)  $16,299,675   $7,154,187 (2)  $ 
                        

 

(1)Fair value as presented in the Portfolio of Investments.

 

(2)The amount is limited to the derivative asset and liability balance and accordingly does not include excess collateral pledged. Total collateral held by the broker as of October 31, 2017, in the form of cash was $161 ,112,492 as presented gross as deposit with broker on the Statement of Assets and Liabilities.

 

5.INVESTMENT ADVISORY AGREEMENT AND TRANSACTIONS WITH RELATED PARTIES

 

Advisory Fees – LJM Funds Management, Ltd serves as the Fund’s Investment Advisor (the “Advisor”). Pursuant to an Investment Advisory Agreement with the Fund, the Advisor, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Advisor, the Fund pays the Advisor an investment advisory fee, computed and accrued daily and paid monthly, at an annual rate of 1.95% of the Fund’s average daily net assets. For the year ended October 31, 2017, the Advisor earned advisory fees of $10,289,083.

 

The Advisor has contractually agreed to reduce its fees and/or absorb expenses of the Fund (The “Waiver Agreement”), until at least March 1, 2018, to ensure that Total Annual Fund Operating Expenses after fee waiver and/or reimbursement (exclusive of any taxes, short selling expenses, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, indirect expenses, expenses of other investment companies in which the Fund may invest, or extraordinary expenses such as litigation) will not exceed 2.37%, 3.12% and 2.12% of the Fund’s average daily net assets for Class A, C and I shares, respectively, subject to possible recoupment from the Fund in future years on a rolling three year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limits.

15 

 

LJM Preservation and Growth Fund
Notes to Financial Statements (Continued)
October 31, 2017
 

If the Advisor waives any fee or reimburses any expense pursuant to the Waiver Agreement, and the Fund’s Operating Expenses are subsequently less than 2.37%, 3.12% and 2.12% of average daily net assets attributable to Class A, C and I shares, respectively, the Advisor shall be entitled to reimbursement by the Fund for such waived fees or reimbursed expenses provided that such reimbursement does not cause the Fund’s expenses to exceed 2.37%, 3.12% and 2.12% of average daily net assets for Class A, C and I shares, respectively. If Fund Operating Expenses attributable to Class A, C and I shares subsequently exceed 2.37%, 3.12% and 2.12% per annum of the average daily net assets, the reimbursements shall be suspended. During the year ended October 31, 2017, the Advisor has waived/reimbursed $376,606 in expenses to the Fund which may be recaptured. The following amounts are subject to recapture by the Fund by the following dates:

 

10/31/2018  $223,287 
10/31/2019  $220,365 
10/31/2020  $376,606 
      

The Board has adopted the Trust’s Master Distribution and Shareholder Servicing Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that a monthly service and/or distribution fee is calculated by the Fund at an annual rate of 0.25% and 1.00% of its average daily net assets for Class A and C, respectively, and is paid to Northern Lights Distributors, LLC (the “Distributor”) to provide compensation for ongoing shareholder servicing and distribution-related activities or services and/or maintenance of the Fund’s shareholder accounts not otherwise required to be provided by the Advisor. For the year ended October 31, 2017, pursuant to the Plan, Class A and C incurred $333,037 and $25,918, respectively.

 

The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s Class A, Class C and Class I shares. For the year ended October 31, 2017, the Distributor received $404,659 and $11,819 in underwriting commissions for sales of Class A and Class C shares, respectively, of which $59,728 and $777 was retained by the principal underwriter or other affiliated broker-dealers for Class A and Class C shares, respectively.

 

In addition, certain affiliates of the Distributor provide services to the Fund(s) as follows:

 

Gemini Fund Services, LLC (“GFS”) – GFS, an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to separated servicing agreements with GFS, the Fund pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. Certain officers of the Trust are also officers of GFS, and are not paid any fees directly by the Fund for serving in such capacities.

 

Northern Lights Compliance Services, LLC (“NLCS”) – NLCS, an affiliate of GFS and the Distributor, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Fund.

 

Blu Giant, LLC (“Blu Giant”) – Blu Giant, an affiliate of GFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Blu Giant receives customary fees from the Fund.

 

6.DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

 

The tax character of distributions paid during the year ended October 31, 2017 and October 31, 2016 was as follows:

 

   Fiscal Year Ended      Fiscal Year Ended 
   October 31, 2017   October 31, 2016 
Ordinary Income  $10,106,324   $399,160 
Long-Term Capital Gain   22,337,454    5,087,901 
   $32,443,778   $5,487,061 

16 

 

LJM Preservation and Growth Fund
Notes to Financial Statements (Continued)
October 31, 2017
 

As of October 31, 2017, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed   Undistributed   Post October Loss   Capital Loss   Other   Unrealized   Total 
Ordinary   Long-Term   and   Carry   Book/Tax   Appreciation/   Accumulated 
Income   Gains   Late Year Loss   Forwards   Differences   (Depreciation)   Earnings/(Deficits) 
$13,188,008   $33,504,021   $   $   $   $   $46,692,029 
                                 

The difference between book basis and tax basis unrealized appreciation and accumulated net realized gain from investments is primarily attributable to the mark-to-market on open option contracts.

 

Permanent book and tax differences, primarily attributable to the book/tax basis treatment of net operating losses and short-term capital gains, resulted in reclassifications for the year ended October 31, 2017 as follows:

 

Paid   Undistributed   Accumulated 
In   Net Investment   Net Realized 
Capital   Income (Loss)   Gains (Loss) 
$   $8,744,365   $(8,744,365)
             
7.REDEMPTION FEES

 

The Fund may assess a short-term redemption fee of 1.00% of the total redemption amount if a shareholder sells their shares after holding them for less than 90 days. The redemption fee is paid directly to the Fund in which the short-term redemption fee occurs. For the year ended October 31, 2017, the Fund assessed $36,527 on Class A shares, $919 on Class C Shares and $96,363 on Class I shares in redemption fees.

 

8.UNDERLYING INVESTMENTS IN OTHER INVESTMENT COMPANIES

 

The Fund currently invests a portion of its assets in the BlackRock Liquidity Funds FedFund Portfolio, Institutional Shares. The Fund may redeem its investment from the BlackRock Liquidity Funds FedFund Portfolio at any time if the Advisor determines that it is in the best interest of the Fund and its shareholders to do so.

 

The performance of the Fund may be directly affected by the performance of the BlackRock Liquidity Funds FedFund Portfolio. The BlackRock Liquidity Funds FedFund Portfolio invests at least 99.5% of its total assets in cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, and repurchase agreements secured by such obligations or cash. The financial statements of the BlackRock Liquidity Funds FedFund Portfolio including the portfolio of investments, can be found at the Securities and Exchange Commission’s website www.sec.gov and should be read in conjunction with the Fund’s financial statements. As of October 31, 2017, the percentage of the Fund’s net assets invested in the BlackRock Liquidity Funds FedFund Portfolio was 79.7%.

 

9.CONTROL OWNERSHIP

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. As of October 31, 2017, Charles Schwab held approximately 50.03% and 30.28% of Class A and Class I shares.

 

10.SUBSEQUENT EVENTS

 

Subsequent events after the Statement of Assets and Liabilities date have been evaluated through the date the financial statements were issued. Management has concluded that there is no impact requiring adjustment or disclosure in the financial statements.

17 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Two Roads Shared Trust and
the Shareholders of LJM Preservation and Growth Fund

 

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of LJM Preservation and Growth Fund (the Fund), a series of the Two Roads Shared Trust, as of October 31, 2017, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of October 31, 2017, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of LJM Preservation and Growth Fund as of October 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ RSM US LLP

 

Denver, Colorado
January 2, 2018

18 

 

LJM Preservation and Growth Fund
Expense Example (Unaudited)
October 31, 2017
 

As a shareholder of the LJM Preservation and Growth Fund (the “Fund”), you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases, contingent deferred sales charges (CDSCs) and redemption fees; (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the LJM Preservation and Growth Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the six month period from May 1, 2017, through October 31, 2017.

 

Actual Expenses

 

The “Actual Expenses” line in the table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

 

The “Hypothetical” line in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balances or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

   Beginning   Annualized   Ending   Expenses 
   Account   Expense Ratio   Account   Paid During 
   Value 05/01/17   For the Period   Value 10/31/17   the Period* 
Actual                    
Class A  $1,000.00    2.37%  $1,051.50   $12.26 
Class C   1,000.00    3.12%   1,048.10    16.11 
Class I   1,000.00    2.12%   1,052.80    10.97 
                     
   Beginning   Annualized   Ending   Expenses 
   Account   Expense Ratio   Account   Paid During 
   Value 05/01/17   For the Period   Value 10/31/17   the Period* 
Hypothetical                    
Class A  $1,000.00    2.37%  $1,013.25   $12.03 
Class C   1,000.00    3.12%   1,009.50    15.80 
Class I   1,000.00    2.12%   1,014.54    10.76 

 

*Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365.

19 

 

LJM Preservation & Growth Fund
SUPPLEMENTAL INFORMATION (Unaudited)
October 31, 2017
 

Approval of Advisory Agreement – LJM Preservation and Growth Fund

 

At a meeting held on September 18-19, 2017 (the “Meeting”), the Board of Trustees (the “Board”) of Two Roads Shared Trust (the “Trust”), including all of those trustees who are not “interested persons” of the Trust (as such term is defined in the 1940 Act), which independent Trustees constitute all of the Trustees, considered the approval of an investment advisory agreement (the “Agreement”) between LJM Funds Management, Ltd. (“LJM” or the “Adviser”) and the Trust, on behalf of the LJM Preservation and Growth Fund (the “Fund”), a series of the Trust.

 

In connection with the Board’s consideration of the Agreement, the Board received written materials in advance of the Meeting, which included information regarding: (i) the nature, extent, and quality of services to be provided to the Fund by the Adviser; (ii) a description of the Adviser’s investment management personnel; (iii) an overview of the Adviser’s operations and financial condition; (iv) a description of the Adviser’s brokerage practices (including any soft dollar arrangements); (v) a comparison of the Fund’s advisory fee and overall expenses with those of comparable mutual funds; (vi) the level of profitability from the Adviser’s fund-related operations; (vii) the Adviser’s compliance policies and procedures, including policies and procedures for personal securities transactions, business continuity and information security; and (viii) information regarding the performance record of the Fund as compared to other funds with similar investment strategies.

 

Throughout the process, including at the meeting, the Board had numerous opportunities to ask questions of and request additional materials from the Adviser. During the Meeting, the Board was advised by, and met in executive session with, the Board’s independent legal counsel, and received a memorandum from such independent counsel regarding its responsibilities under applicable law. The Board acknowledged that the evaluation process with respect to the Adviser is an ongoing one. In evaluating the Agreement, the Board also took into account the Board’s knowledge, resulting from their meetings and other interactions throughout the year and past years, of LJM, its services and the Fund.

 

Matters considered by the Board in connection with its approval of the Agreement included, among others, the following:

 

Nature, Extent and Quality of Services. The Board reviewed materials provided by LJM related to the Advisory Agreement with the Trust on behalf of the Fund, including the Advisory Agreement; a description of the manner in which investment decisions are made and executed; a review of the financial condition of LJM; an overview of the personnel that perform advisory, compliance and operational services for the Fund; LJM’s compliance policies and procedures; including a Code of Ethics containing provisions reasonably necessary to prevent Access Persons, as that term is defined in Rule 17j-1 under the 1940 Act, from engaging in conduct prohibited by Rule 17j-1(b); information regarding risk management processes; an annual review of the operation of LJM’s compliance program; and an independent report prepared by Morningstar analyzing the performance record, fees and expenses of the Fund as compared to other mutual funds with similar investment strategies.

20 

 

LJM Preservation & Growth Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
October 31, 2017
 

In reaching its conclusions, the Board considered the size, structure, performance record and experience of LJM, the experience and qualifications of LJM’s management team, and the performance of the Fund. The Board also considered the resources LJM had allocated to ensuring the operation of its compliance program, including the implementation of trading procedures reasonably designed to mitigate conflicts among accounts, that LJM had adopted cybersecurity and business continuity policies and procedures, that LJM’s risk management and associated policies appeared to be operating effectively and that LJM identified and monitored risks. The Board also considered the experience and tenure of key personnel, noting the qualifications of the professional staff and that LJM had added additional staffing as the firm continued to grow. The Board concluded that LJM had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures to perform its duties under the Advisory Agreement and that the nature, overall quality and extent of the management services provided by LJM to the Fund were satisfactory and reliable.

 

Performance. Among other data, the Board considered the Fund’s performance for the one- and three-year periods ended June 30, 2017 as compared to the Fund’s benchmark index and against a group of peer funds (the “Peer Group”) provided by Morningstar, an independent third-party data provider. The Board noted that the Fund outperformed the median of its Peer Group and its Morningstar category for the one- and three-year periods. The Board considered that the Fund underperformed relative to its primary benchmark (S&P 500 Total Return Index) for the one-and three-year periods, but that the returns for both periods were positive. The Board considered that the Fund was in Morningstar’s Option Writing Category, that the Peer Group selected by Morningstar included both option writing and managed futures funds, that the Fund currently carries a “5 Star” rating, and that its returns placed it within the top quartile of its category. Although the Board acknowledged that past performance is no guarantee of future performance, the Board also considered that the Fund had generated its returns for the one- and three-year periods with less volatility, as measured by standard deviation, than the Fund’s benchmark, which suggested a focus on risk management. The Board noted that the Fund was not an equity based strategy and that the Fund’s returns were not necessarily correlated to the S&P 500’s returns. The Board considered that LJM’s investment strategy for the Fund was intended to generate returns in a manner uncorrelated with equity and bond markets and that it was a sophisticated investment strategy that employed options on (primarily) S&P 500 Index futures. The Board also noted the consistency of LJM’s implementation of its investment strategy and considered the historical composite performance of LJM in executing this investment strategy. The Board concluded that LJM had demonstrated a high level of performance with a focus on risk management, and determined that the Fund’s performance was satisfactory.

 

Fees and Expenses. As to the costs of the services provided by LJM, the Board considered a comparison of the Fund’s contractual advisory fee and net expense ratios to those of the Peer Group. The Board considered that the Fund’s contractual advisory fee was above the median of its Peer Group and Morningstar category. The Board considered that the net operating expenses of the Fund (Class I shares) were above the median of its Peer Group and its Morningstar category, but within the range of each.

21 

 

LJM Preservation & Growth Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
October 31, 2017

 

The Board also took into account management’s discussion of the Fund’s fees and expenses, noting LJM’s description of the resources and processes necessary to execute the Fund’s sophisticated investment strategy.

 

The Board also considered the net expense ratio of the Fund, noting that LJM had agreed to reimburse expenses to limit net annual operating expenses to 2.37%, 3.12% and 2.12% (exclusive of (i) any front-end or contingent deferred loads; (ii) brokerage fees and commissions; (iii) acquired fund fees and expenses; (iv) borrowing costs (such as interest and dividend expense on securities sold short); (v) taxes; and (vi) extraordinary expenses, such as litigation expenses) of the average net assets of Class A, Class C and Class I shares of the Fund, respectively, and that at current asset levels LJM continued to waive a portion of its advisory fee to reimburse Fund expenses.

 

In considering the level of the advisory fee, the Board also took into account the cost of other accounts and/or private funds managed by an affiliate of LJM that utilized a similar investment strategy, finding that the advisory fee charged to the Fund was comparable to those other accounts and any differences were attributable to the differences in the management of these different kinds of accounts.

 

Based upon the factors above, the Board concluded that the advisory fee was not unreasonable.

 

Profitability. The Board considered LJM’s profitability and whether these profits are reasonable in light of the services provided to the Fund. The Board reviewed a profitability analysis prepared by LJM based on current asset levels, and considered the total profits of LJM from its relationship with the Fund. The Board noted that LJM continues to reimburse Fund expenses, as well as its continued investment in enhancements to its infrastructure and programs to the benefit of the Fund and its shareholders. The Board concluded that the LJM’s profitability from its relationship with the Fund was not excessive.

 

Economies of Scale. The Board considered whether LJM would realize economies of scale with respect to its management of the Fund as it grows and whether fee levels reflected these economies of scale for the benefit of shareholders. The Board noted that the advisory fee did not currently have breakpoints. The Board considered LJM’s discussion of the Fund’s advisory fee structure, noting LJM’s continued subsidization of expenses of the Fund and its investment in technological enhancements that benefited the Fund. The Board considered the profitability analysis included in the Board Materials, and noted that while expenses of managing the Fund as a percentage of assets under management are expected to decrease as the Fund’s assets continue to grow at current asset levels, economies of scale had not yet been reached. The Board noted that it would revisit whether economies of scale exist in the future once the Fund had achieved sufficient scale.

 

Other Benefits. The Board also considered the character and amount of other direct and incidental benefits to be received by LJM from its association with the Fund. The Board noted that LJM had identified potential “fall-out” benefits that it may receive include enhanced brand recognition and reputation. The Board considered that these benefits appeared to be reasonable.

22 

 

LJM Preservation & Growth Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
October 31, 2017
 

Conclusion. The Board, having requested and received such information from LJM as it believed reasonably necessary to evaluate the terms of the Advisory Agreement, and having been advised by independent counsel that the Board had appropriately considered and weighed all relevant factors, determined that approval of the Advisory Agreement for an additional one-year term was in the best interests of the Fund and its shareholders. In considering the proposed Advisory Agreement Renewal, the Board did not identify any one factor as all important, and each Independent Trustee may have considered different factors as more important.

23 

 

LJM Preservation & Growth Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
October 31, 2017
 

Trustees and Officers. The Trustees and officers of the Trust, together with information as to their principal business occupations during the past five years and other information, are shown below. Unless otherwise noted, the address of each Trustee and Officer is 17605 Wright Street, Suite 2, Omaha, Nebraska 68130.

 

Independent Trustees *

 

Name, Address,
Year of Birth
Position(s)
Held with
Registrant
Term and
Length
Served
Principal
Occupation(s) During
Past 5 Years
Number of
Portfolios
Overseen In
The Fund
Complex**
Other Directorships
Held During Past 5
Years
Mark Garbin
Year of Birth: 1951
Trustee, Valuation Committee Chairman Indefinite, Since 2012 Managing Principal, Coherent Capital Management LLC (since 2008) 1 Forethought Variable Insurance Trust (since 2013); Northern Lights Fund Trust (since 2013); Northern Lights Variable Trust (since 2013); Altegris KKR Commitments Master Fund (since 2014); and Oak Hill Advisors Mortgage Strategies Fund (offshore), Ltd. (since 2014)
Mark D. Gersten
Year of Birth: 1950
Chairman, Trustee Indefinite, Since 2012 Independent Consultant (since 2012) 1 Schroder Global Series Trust (2012-2017); Northern Lights Fund Trust (since 2013); Northern Lights Variable Trust (since 2013); Altegris KKR Commitments Master Fund (since 2014); Ramius Archview Credit and Distressed Fund (2015-2017)
Neil M. Kaufman
Year of Birth: 1960
Trustee, Audit Committee Chairman Indefinite, Since 2012 Managing Member, Kaufman & Associates, LLC (legal services)(Since 2016); Partner, Abrams Fensterman, Fensterman, Eisman, Formato, Ferrara & Wolf, LLP (legal services)(2010-2016) 1 Altegris KKR Commitments Master Fund (since 2014)
Anita K. Krug
Year of Birth: 1969
Trustee, Corporate Governance Committee Chairman Indefinite, Since 2012 Interim Dean (since 2017) Professor (since 2016), and Associate Professor (2014-2016), University of Washington School of Law; Assistant Professor (2010-2014), University of Washington School of Law 1 Altegris KKR Commitments Master Fund (since 2014); Centerstone Investors Trust (since 2016)

 

*Information is as of October 31, 2017.

 

**As of October 31, 2017, the Trust was comprised of 18 active portfolios managed by 10 unaffiliated investment advisers. The term “Fund Complex” applies only to those funds that (i) are advised by a common investment adviser or by an investment adviser that is an affiliated person of the investment adviser of any of the other funds in the Trust or (ii) hold themselves out to investors as related companies for purposes of investment and investor services. The Fund does not hold itself out as related to any other series within the Trust for investment purpose.

 

10/31/17 – Two Roads v2

24 

 

LJM Preservation & Growth Fund
SUPPLEMENTAL INFORMATION (Unaudited)(Continued)
October 31, 2017

 

Officers of the Trust*

 

Name, Address,
Year of Birth
Position(s)
Held with
Registrant
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios
Overseen In
The Fund
Complex**
Other Directorships
Held During Past 5 Years
James Colantino
80 Arkay Drive
Hauppauge, NY 11788
Year of Birth: 1969
President Since Feb. 2017 Treasurer (2012 to 2017) Senior Vice President (2012-present); Vice President (2004 to 2012); Gemini Fund Services, LLC. N/A N/A
         
Laura Szalyga
80 Arkay Drive
Hauppauge, NY 11788
Year of Birth: 1978
Treasurer Since Feb. 2017 Vice President, Gemini Fund Services, LLC (since 2015); Assistant Vice President, Gemini Fund Services, LLC (2011-2014). N/A N/A
         

 

25 

 

 

Name, Address,
Year of Birth
Position(s)
Held with
Registrant
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios
Overseen In
The Fund
Complex**
Other Directorships
Held During Past 5 Years
Richard A. Malinowski
80 Arkay Drive
Hauppauge, NY 11788
Year of Birth: 1983
Secretary Since 2013 Senior Vice President (since 2017), Vice President and Counsel (2015 - 2016) and Assistant Vice President (2012 – 2016), Gemini Fund Services, LLC; Vice President and Manager, BNY Mellon Investment Servicing (US), Inc., (2011-2012). N/A N/A
William B. Kimme
Year of Birth: 1962
Chief Compliance Officer Since Inception Senior Compliance Officer, Northern Lights Compliance Services, LLC (September 2011 - present) N/A N/A

 

*Information is as of October 31, 2017.

 

**As of October 31, 2017, the Trust was comprised of 18 active portfolios managed by 10 unaffiliated investment advisers. The term “Fund Complex” applies only to those funds that (i) are advised by a common investment adviser or by an investment adviser that is an affiliated person of the investment adviser of any of the other funds in the Trust or (ii) hold themselves out to investors as related companies for purposes of investment and investor services. The Fund does not hold itself out as related to any other series within the Trust for investment purpose.

 

The Fund’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-855-LJM-FUND.

 

10/31/17 – Two Roads v2

26 

 

PRIVACY NOTICE

 

FACTS WHAT DOES TWO ROADS SHARED TRUST DO WITH YOUR PERSONAL INFORMATION
   
Why? Financial companies choose how they share your personal information.
   
  Federal law gives consumers the right to limit some but not all sharing.
   
 

Federal law also requires us to tell you how we collect, share, and protect your personal information.

 
Please read this notice carefully to understand what we do.

   
What? THE TYPES OF PERSONAL INFORMATION WE COLLECT AND SHARE DEPENDS ON THE PRODUCT OR SERVICE THAT YOU HAVE WITH US. THIS INFORMATION CAN INCLUDE:
   
  ●      Social Security number and income
   
  ●      Account transactions and transaction history
   
  ●      Investment experience and purchase history
   
  When you are no longer our customer, we continue to share your information as described in this notice.
   
How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reason Two Roads Shared Trust chooses to share and whether you can limit this sharing.

 

Reasons we can share your personal information Does Two Roads
Shared Trust share?
Can you limit
this sharing?
For our everyday business purposes –    
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus YES NO
For our marketing purposes – NO We do not share
to offer our products and services to you    
For joint marketing with other financial companies NO We do not share
     
     
For our affiliates’ everyday business purposes – NO We do not share
information about your transactions and experiences    
     
For our affiliates’ everyday business purposes – NO We do not share
information about your creditworthiness    
For our affiliates to market to you NO We do not share
     
For nonaffiliates to market to you NO We do not share
     
Questions? Call 1-402-895-1600

27 

 

What we do

How does Two Roads Shared Trust
protect my personal information?
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
   
  Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
How does Two Roads Shared Trust We collect your personal information, for example, when you.
collect my personal information?  
  ●      open an account or give us contact information
   
  ●      provide account information or give us your income information
   
  ●      make deposits or withdrawals from your account
   
  We also collect your personal information from other companies.
Why can’t I limit all sharing? Federal law gives you the right to limit only
   
  ●      sharing for affiliates’ everyday business purposes – information about your creditworthiness
   
  ●      affiliates from using your information to market to you
   
  ●      sharing for nonaffiliates to market to you
   
  State laws and individual companies may give you additional rights to limit sharing.
   
Definitions  
Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.
   
  ●      Two Roads Shared Trust has no affiliates.
Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.
   
  ●      Two Roads Shared Trust does not share with nonaffiliates so they can market to you.
Joint marketing A formal agreement between nonaffiliates financial companies that together market financial products or services to you.
   
  ●      Two Roads Shared Trust does not jointly market.

28

 

Proxy Voting Policy

 

Information regarding how the Fund votes proxies relating to portfolio securities for the 12 month period ended June 30th as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-855-LJM-FUND or by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

 

Portfolio Holdings

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without charge, upon request, by calling 1-855-LJM-FUND.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Investment Advisor
LJM Funds Management, Ltd.
One Financial Place
440 S. La Salle Street, Suite 2301
Chicago, IL 60605
 
Administrator
Gemini Fund Services, LLC
80 Arkay Drive, Suite 110
Hauppauge, NY 11788

 

 

ITEM 2. CODE OF ETHICS.

 

(a) The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(b) During the period covered by this report, there were no amendments to any provision of the code of ethics.

 

(c) During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics.

 

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

 

  The registrant’s Board of Trustees has determined that it does not have an audit committee financial expert serving on its audit committee.  At this time, the registrant believes that the experience provided by each member of the audit committee together offer the registrant adequate oversight for the registrant’s level of financial complexity.

 

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

 

(a)

Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the registrant's principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are as follows:

 

  

 

Trust Series  2017  2016
LJM Preservation & Growth of Income 13,500 13,500

 

(b) Audit-Related Fees.  There were no fees billed in each of the last two fiscal years for assurances and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this item.
(c) Tax Fees.  The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance are as follows:

 

 

Trust Series  2017  2016
LJM Preservation & Growth of Income 3,000 3,000

 

 

(d) All Other Fees.   The aggregate fees billed in each of the last two fiscal years for products and services provided by the registrant’s principal accountant, other than the services reported in paragraphs (a) through (c) of this item were $0 and $0 for the fiscal years ended October 31, 2017 and 2016, respectively.
(e)(1) The audit committee does not have pre-approval policies and procedures. Instead, the audit committee or audit committee chairman approves on a case-by-case basis each audit or non-audit service before the principal accountant is engaged by the registrant.
(e)(2) There were no services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
f) Not applicable. The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was zero percent (0%).
(g) All non-audit fees billed by the registrant's principal accountant for services rendered to the registrant for the fiscal years ended October 31, 2017 and 2016, respectively, are disclosed in (b)-(d) above. There were no audit or non-audit services performed by the registrant's principal accountant for the registrant's adviser.

 

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

Not applicable

 

ITEM 6. SCHEDULE OF INVESTMENT

 

Included in annual report to shareholders filed under item 1 of this form.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Not applicable Fund is an open-end management investment company

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

 

Not applicable Fund is an open-end management investment company

 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not applicable Fund is an open-end management investment company

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Not applicable at this time.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a)The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act, are effective, as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

 

(b)There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

ITEM 12. EXHIBITS

 

(1)Code of Ethics for Principal Executive and Senior Financial Officers is attached hereto.

 

(2)Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed herewith.

 

(3)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Two Roads Shared Trust

 

 

By James Colantino  /s/ James Colantino
Principal Executive Officer/President
Date:  January 9, 2018  

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

 

 

By James Colantino  /s/ James Colantino
Principal Executive Officer/President
Date: January 9, 2018  

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

 

 

By Laura Szalyga  /s/ Laura Szalyga
Principal Financial Officer/Treasurer
Date: January 9, 2018